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HomeMy WebLinkAboutC-2547 1100 -10 25Li - 3 AMENDMENT NUMBER THREE TO FOOD SERVICES AGREEMENT This Amendment Number Three ("Amendment") to Food Services Agreement ("Agreement") is made by and between by the County of Los Angeles ("COUNTY) and the City of ARCADIA (ACITY,@), effective July 1, 2016. RECITALS A. WHEREAS, on July 2, 2013, COUNTY and CITY entered into the Agreement for food services to be provided to prisoners of the CITY jail facility; and B. WHEREAS,Section 4.3 of the Agreement provides COUNTY the right to adjust the billing rates set forth in Attachment B,Food Services-City Contract Rates,of the Agreement when the costs for providing the services change; and C. WHEREAS, the COUNTY Auditor-Controller has established the rates for Fiscal Year 2016-2017; and D. WHEREAS, COUNTY and CITY agree to amend the Agreement pursuant to Section 4.3 of the Agreement to adjust the rates for Fiscal Year 2016-2017. NOW THEREFORE,in consideration of the mutual covenants contained herein,and for good and valuable consideration,the parties mutually agree to amend the Agreement as follows: 1. Attachment B, Food Services-City Contract Rates, of the Agreement is deleted in its entirety and replaced with the attached revised Attachment B,Food Services-City Contract Rates,to modify the billing rates for Fiscal Year 2016-2017. 2. CITY and the person executing this Amendment on behalf of the CITY hereby represent and warrant that the person executing this Amendment for CITY is an authorized agent who has actual authority to bind the CITY to each and every provision,term,and condition of the Amendment and that all CITY requirements have been fulfilled to provide such actual authority. 3. Except as provided in this Amendment, all other provisions, terms, and conditions of the Agreement shall remain the same and in full force and effect. 1 AMENDMENT NUMBER THREE TO FOOD SERVICES AGREEMENT IN WITNESS WHEREOF,the County of Los Angeles has caused this Amendment to be executed on its behalf by the Sheriff of the County of Los Angeles, and CITY has caused this Amendment to be executed on its behalf by its duly authorized representative, on the dates written below. COUNTY OF LOS ANGELES BY 11 . . . 1/ JcDonnell. Sheri Date I — � lOi� b APPROVED AS TO FORM: COUNTY COUNSEL By ` Senior Deputy County F unsel CITY OF ARCADIA By n Date `O iAo APPROVED AS TO FORM:(?. 4?-4./ ÷ve,By By�_ . imp City Attorney Dominic Lazzare • City Manager Date: November 2, 2016 2 ATTACHMENT B COUNTY OF LOS ANGELES SHERIFF'S DEPARTMENT "A Tradition of Service" Since 1850 FOOD SERVICES - CITY CONTRACT RATES RATES for FOOD SERVICES FISCAL YEAR 2016-2017 SERVICE RATE PER MEAL $2.63 CLEB 05/02/16 JTM c - z5y7 4 t,c. -1 AMENDMENT NUMBER TWO TO FOOD SERVICES AGREEMENT This Amendment Number Two ( "Amendment ") to Food Services Agreement ( "Agreement ") is entered into by and between the County of Los Angeles ( "COUNTY ") and the City of Arcadia ( "CITY "), effective upon execution by both parties. RECITALS A. WHEREAS, on July 1, 2010, COUNTY and CITY entered into the Agreement for the provision of food services to prisoners of the CITY jail facility; and B. WHEREAS, COUNTY desires to modify the term of the Agreement to terminate the Agreement concurrent with COUNTY's food services agreements with other cities; and C. WHEREAS, COUNTY and CITY agree to modify Section 6.0, Term of Agreement, to terminate the Agreement on June 30, 2013. NOW THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, COUNTY and CITY mutually agree to amend the Agreement as follows: Section 6.0, Term of Agreement, of the Agreement is deleted in its entirety and replaced as follows: 6.0 TERM OF AGREEMENT The term of this Agreement shall commence on July 1, 2010 and shall terminate on June 30, 2013, unless sooner terminated, in whole or in part, as provided herein. 2. CITY and the person executing this Amendment on behalf of the CITY hereby represent and warrant that the person executing this Amendment for CITY is an authorized agent who has actual authority to bind the CITY to each and every provision, term, and condition of the Amendment and that all CITY requirements have been fulfilled to provide such actual authority. 3. Except as provided in this Amendment, all other provisions, terms, and conditions of the Agreement shall remain the same and in full force and effect. AMENDMENT NUMBER TWO TO FOOD SERVICES AGREEMENT IN WITNESS WHEREOF, the County of Los Angeles has caused this Amendment to be executed on its behalf by the Sheriff of the County of Los Angeles, and CITY has caused this Amendment to be executed on its behalf by its duly authorized representative. COUNTY OF LOS ANGELES LO-Z Date APPROVED AS TO FORM: JOHN F. KRATTLI County Counsel 1 -1-13 CITY OF ARCADIA B bm nc ].,azzar��3.ty 1Tanager Date 'S^i w*a 10 2-0 N3 APPROVED AS TO FORM: By n City Attorney -25V7 -I AMENDMENT NUMBER ONE TO FOOD SERVICES AGREEMENT This Amendment Number One to Food Services Agreement is made by and between by the County of Los Angeles, hereinafter referred to as "COUNTY," and the City of Arcadia, hereinafter referred to as "CITY," effective July 1, 2011. RECITALS A. WHEREAS, COUNTY and CITY entered into a Food Services Agreement, hereinafter referred to as "Agreement," on July 1, 2010, for food services to be provided to prisoners of the CITY jail facility; and B. WHEREAS, Section 4.3 of the Agreement provides COUNTY the right to adjust the rates set forth in Attachment B, Food Services -City Contract Rates, when the costs for providing the services change; and C. WHEREAS, the COUNTY Auditor - Controller has established the rates for Fiscal Year 2011 -2012; and D. WHEREAS, COUNTY and CITY agree to amend the Agreement pursuant to Section 4.3 of the Agreement to adjust the rates for Fiscal Year 2011 -2012. NOW THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the parties mutually agree to amend the Agreement as follows: Attachment B, Food Services -City Contract Rates, to the Agreement is deleted in its entirety and replaced with the attached revised Attachment B, Food Services -City Contract Rates, to modify the rates for Fiscal Year 2011 -2012. 2. CITY and the person executing this Amendment on behalf of the CITY hereby represent and warrant that the person executing this Amendment for CITY is an authorized agent who has actual authority to bind the CITY to each and every provision, term, and condition of the Amendment and that all CITY requirements have been fulfilled to provide such actual authority. Except as provided in this Amendment, all other provisions, terms, and conditions of the Agreement shall remain the same and in full force and effect. - 1 - AMENDMENT NUMBER ONE TO FOOD SERVICES AGREEMENT IN WITNESS WHEREOF, the County of Los Angeles has caused this Amendment to be executed on its behalf by the Sheriff of the County of Los Angeles, and CITY has caused this Amendment to be executed on its behalf by its duly authorized representative. APPROVED AS TO FORM ANDREA SHERIDAN ORDIN County Counsel By eputy Coufy Counsel APPROVED AS TO FORM By P City Attorney Stephen P. Deitsch COUNTY OF LOS ANGELES By Leroy D. Baca Sheriff CITY OF ARCADIA By onald Pen n, City Ma ger -2- ATTACHMENT B COUNTY OF LOS ANGELES SHERIFF'S DEPARTMENT "A tradition of Service" Since 1850 FOOD SERVICES - CITY CONTRACT RATES RATES for FOOD SERVICES FISCAL YEAR 2011 -2012 PER MEAL $2.25 CLEB:07 /01110 sjv ORIGINAL ATTACHMENT A: FOOD SERVICES ORDER ATTACHMENT B: FOOD SERVICES- CITY CONTRACT RATES - 1 - Attachment 1 FOOD SERVICES AGREEMENT -Q BETWEEN COUNTY OF LOS ANGELES AND THE CITY OF ARCADIA TABLE OF CONTENTS PARAGRAPH TITLE PAGE RECITALS........................................................................................... ............................... 2 1.0 SCOPE OF SERVICES .............................................. ............................... 2 2.0 ADMINISTRATION OF COUNTY PERSONNEL ............................... 4 3.0 INDEMNIFICATION AND INSURANCE ............. ............................... 4 4.0 BILLING RATES ...................................................... ............................... 5 5.0 PAYMENT PROCEDURES ...................................... ............................... 5 6.0 TERM OF AGREEMENT ......................................... ............................... 6 7.0 RIGHT OF TERMINATION .................................... ............................... 6 8.0 AMENDMENTS ......................................................... ............................... 7 9.0 ASSIGNMENT, DELEGATION AND SUBCONTRACTING............ 7 10.0 AUTHORIZATION WARRANTY .......................... ............................... 7 11.0 INDEPENDENT CONTRACTOR STATUS .......... ............................... 7 12.0 GOVERNING LAW, JURISDICTION, AND VENUE ........................ 8 13.0 NOTICES ................................................................:... ............................... 8 14.0 VALIDITY .................................................................. ............................... 9 15.0 WAIVER .................................................................... ............................... 9 16.0 ENTIRE AGREEMENT ............................................ ............................... 9 SIGNATURES..................................................................................... ............................... 10 ATTACHMENT A: FOOD SERVICES ORDER ATTACHMENT B: FOOD SERVICES- CITY CONTRACT RATES - 1 - FOOD SERVICES AGREEMENT This Agreement, dated July 1, 2010, is made by and between by the County of Los Angeles, hereinafter referred to as "COUNTY," and the City of Arcadia, hereinafter referred to as "CITY," for the purpose of providing food services to CITY jail facility. RECITALS WHEREAS, CITY is desirous of contracting with COUNTY, through its Los Angeles County Sheriffs Department, hereinafter referred to as "LASD," for food services to be provided to prisoners of the CITY jail facility; and WHEREAS, COUNTY and LASD are agreeable to rendering such services on the terms and conditions hereinafter set forth; and WHEREAS, such agreements are authorized and provided for by the provisions of Section 56 -1/2 and 56 -3/4 of the Charter of the County of Los Angeles and Article 1, Chapter 1, Part 2, Division 1, Title 5 of the Government Code of the State of California. NOW THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the parties mutually agree as follows: 1.0 SCOPE OF SERVICES 1.1 COUNTY, through LASD, agrees to provide CITY with pre- packaged prepared meals for use in the CITY jail facility. 1.2 Meals provided by COUNTY will meet the nutritional and caloric requirements established by the Food and Nutrition Board of the National Research Council, Institute of Medicine of the National Academies, the California Daily Food Guide, -2- and the Dietary Guidelines for Americans, in accordance with the California Code of Regulations Title 15, at the time of meal delivery to the CITY jail facility. 1.3 Food preparation and the quality of the provided meals shall comply with the standards set forth in the Health and Safety Code, Division 104, Part 7, Chapter 4, Articles 1 -8, at the time of delivery to the CITY jail facility. 1.4 LASD shall deliver the prepared meals to CITY as set forth in Attachment "A ". For any changes in the number of meals requested and/or the delivery days and times set forth on Attachment "A ", CITY shall submit a request to COUNTY in writing not less than twenty -one (2 1) days prior to the date of the requested change in the food service. The written request shall set forth the effective date of the requested change and the specific change to number of meals and/or delivery date and/or delivery time. The written request shall also be signed by a representative of CITY, who is duly authorized to enter into such agreement. The written request shall be submitted to COUNTY as follows: Los Angeles County Sheriffs Department Attn: Food Services Unit 450 Bauchet Street, Room E815 Los Angeles, California 90012 Upon approval by COUNTY of the requested change, Attachment "A" will be amended pursuant to Section 8.0 of this Agreement to reflect such change. 1.5 LASD shall be responsible for the transportation of the prepared meals to the CITY jail facility. LASD shall deliver the meals as set forth in Attachment "A" to a pre- designated, mutually agreed upon food storage location. Thereafter, it is the responsibility of CITY to serve the meals and provide any necessary clean-up. 1.6 LASD shall provide CITY with a monthly menu not less than one (1) week -3- prior to the beginning of the following month. Menus are subject to change due to the availability from the vendors; therefore, LASD reserves the right to make such changes as necessary. 2.0 ADMINISTRATION OF COUNTY PERSONNEL 2.1 The rendition of the services performed by COUNTY, through LASD, the standards of performance, the discipline of officers and civilian employees, and other matters incident to the performance of such services and the control of personnel so employed shall remain with COUNTY and the Sheriff of Los Angeles County. COUNTY shall pay all wages, salaries, worker's compensation, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them. 2.2 With regards to Section 2. 1, COUNTY, in an unresolved dispute, shall have final and conclusive determination as between the parties hereto. 3.0 INDEMNIFICATION AND INSURANCE 3.1 CITY shall indemnify, defend, and hold harmless the COUNTY, its Special Districts, elected and appointed officers, employees, and agents from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including reasonable attorney and expert witness fees), arising from or connected with the CITY's acts and/or omissions arising from and/or relating to this Agreement. 3.2 COUNTY shall indemnify, defend, and hold harmless the CITY; its elected and appointed officers, employees, and agents from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including reasonable attorney and expert witness fees), arising from or connected -4- with the COUNTY's acts and/or omissions arising from and/or relating to this Agreement. 3.3 COUNTY shall provide to CITY a certificate of self - insurance certifying that it is self - insured for general liability, automobile liability, and workers' compensation liability. 4.0 BILLING RATES 4.1 For and in consideration of the rendition of the food services to be performed by COUNTY under this Agreement, CITY shall pay COUNTY for said services according to the rates set forth in the Food Services - City Contract Rates, attached hereto as Attachment `B ". 4.2 Fees charged for the meals shall be based on the recovery of ingredient costs, mileage costs, labor costs, and other relevant costs prevailing at the time of the execution of this Agreement. 4.3 In the event that the costs for providing the services, as determined by the County's Auditor - Controller, change or the performance requirements under this Agreement change during the Initial Term or during any extension(s) thereto, then COUNTY shall have the right to adjust the rates and costs set forth in Attachment `B ", Food Services - City Contract Rates . COUNTY shall notify CITY of any rate or cost modifications, and an Amendment to this Agreement shall be executed pursuant to Section 8.0 of this Agreement. 5.0 PAYMENT PROCEDURES 5.1 COUNTY, through LASD, shall render to said CITY within ten (10) days after the close of each calendar month a summarized invoice which covers all services performed during said month, and said CITY shall pay COUNTY therefore within -5- forty-five (45) days after date of said invoice. 5.2 If such payment is not delivered to the COUNTY office which is described on said invoice within forty-five (45) days after the date of the invoice, COUNTY is entitled to recover interest thereon. 5.3 Said interest shall be at the rate of ten percent (10 %) per annum or any portion thereof calculated from the last day of the month in which the services were performed. 6.0 TERM OF AGREEMENT 6.1 The Initial Term of this Agreement shall be two (2) years from the date of execution by both parties, unless sooner terminated or extended, in whole or in part, as provided in this Agreement. The date of execution shall be entered on the title page of this Agreement. 6.2 This Agreement may be extended beyond the Initial Term, upon the mutual consent of the parties. Such extensions shall be on a year -to -year basis for a period of up to three (3) additional years. The total term of this Agreement, including the Initial Term and all extensions, shall not exceed a total of five (5) years. 7.0 RIGHT OF TERMINATION 7.1 Either party may terminate this Agreement with or without cause by giving not less than sixty (60) days advance written notice to the other party. 7.2 In the event of the termination, each party shall fully discharge all obligations owed to the other party accruing prior to the date of termination, and each party shall be released from all obligations which would otherwise accrue subsequent to the date of termination. 7.3 Notwithstanding the foregoing, COUNTY may cancel the provision of service at any -6- time, in the event of exigent circumstances, if the Sheriff concludes that there are insufficient personnel to provide the agreed upon services and still perform other Sheriffs duties as required by law. In the event of such a circumstance, COUNTY will provide at least ten (10) days notice of its inability unless circumstances preclude them, as a practical matter, from giving at least ten (10) days notice, in which event the COUNTY shall provide such notice of less than ten (10) days as is feasible and practical under the circumstances. 8.0 AMENDMENTS All changes, modifications, or amendments to this Agreement must be in the form of a written Amendment duly executed by authorized personnel of COUNTY and CITY. 9.0 ASSIGNMENT, DELEGATION, AND SUBCONTRACTING A party shall not assign its rights and/or subcontract, or otherwise delegate, its duties under this Agreement, either in whole or in part, without the prior written consent of the other party, and any attempted assignment or delegation without such consent shall be null and void. 10.0 AUTHORIZATION WARRANTY CITY represents and warrants that the person executing this Agreement for CITY is an authorized agent who has actual authority to bind the CITY to each and every term, condition herein. 11.0 INDEPENDENT CONTRACTOR STATUS This Agreement is between COUNTY and CITY and is not intended, and shall not be construed to create the relationship of employee, agent, servant, partnership, joint venture, or association, as between COUNTY and CITY. The employees and agents of one party shall not be construed to be employees and agents of the other party. -7- 12.0 GOVERNING LAW, JURISDICTION, AND VENUE This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. The parties agree and consent to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agree and consent that venue of any action brought hereunder shall be exclusively in the County of Los Angeles. 13.0 NOTICES Unless otherwise specified herein, all notices or demands required or permitted to be given or made under this Agreement shall be in writing and shall be hand delivered with signed receipt or mailed by first class registered or certified mail, postage prepaid, addressed to the parties at the following addresses and to the attention of the person named. Addresses and persons to be notified may be changed by either party by giving ten (10) calendar days prior written notice thereof to the other party. Notices to COUNTY shall be addressed as follows: Los Angeles County Sheriffs Department Food Services Unit Attn: Unit Commander 450 Bauchet Street, Room E815 Los Angeles, California 90012 Tel No. 213- 893 -5099 Fax. No. 213 - 680 -1335 Notices to CITY shall be addressed as follows: City of Arcadia Attn: Lt. Colleen Flores, Arcadia Police Deparmtne P.O. Box 6002Arcadia, CA 91066 Tel. No. 626 -574 -5156 Fax No. 626 - 447 -65 81 E -mail: crflores @ci.arcadia.ca.us MIN 14.0 VALIDITY If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby. 15.0 WAIVER No waiver by the parties of any breach of any provision of this Agreement shall constitute a waiver of any other breach or of such provision. Failure of the parties to enforce at any time, or from time to time, any provision of this Agreement shall not be construed as a waiver thereof. 16.0 ENTIRE AGREEMENT H H H H H H This Agreement, and any Attachments thereto, constitute the complete and exclusive statement of understanding between the parties which supersedes all previous agreements, written or oral, and all communications between the parties relating the subject matter hereof. No change to this Agreement shall be valid unless prepared pursuant to Section 8.0, Amendments, of this Agreement and signed by both parties. FOOD SERVICES AGREEMENT IN WITNESS WHEREOF, the Los Angeles County Board of Supervisors has caused this Agreement to be subscribed on its behalf by the Sheriff of the County of Los Angeles, and CITY has caused this Agreement to be subscribed on its behalf by its duly authorized representative. APPROVED AS TO FORM: Andrea S. Ordin County Counsel Counsel APPROVED AS TO FORM: B 0l y Stephen P. Deitsch City Attorney Los Angeles County Sheriffs Department By ~ )d2 L O- Leroy D. Baca Sheriff ATTEST: LoCity Clerk CITY OF ARCADIA Byri+ Donald Penman City Manager -10- ATTACHMENT A EFFECTIVE DATE: DELIVERY DAYS: DELIVERY HOURS: BETWEEN NUMBER OF MEALS: CITY OF ARCADIA FOOD SERVICES ORDER HOURS AND HOURS (ex.: 120 PER DELIVERY DAY (40 BREAKFAST, 40 LUNCH, AND 40 DINNER) 3>&?L i p ipelv � Donald Penman, City Mana�gg�e�r CITY OF ARCADIA PRIESENTATIVE - z LASD FOOD SERVICES REPRESENTATIVE DATE DATE ATTACHMENT B COUNTY OF LOS ANGELES SHERIFF'S DEPARTMENT "A tradition of Service" Since 1850 FOOD SERVICES - CITY CONTRACT RATES RATES for FOOD SERVICES FISCAL YEAR 2010 -2011 PER MEAL $2.25